Equity – Page 79

Pinetree Capital Debentures – Buying a dollar for 80 cents

The ongoing saga of Pinetree Capital (TSX: PNP) continues.

After coming to an agreement (after what functionally amounted to a financial game of chicken when management “blinked”) with over 2/3rds of the debenture holders in a very private setting, management has been ousted, and a new agreement has been put in place that grants debt holders security over the assets of the entire company.

There is also a provision to repurchase debentures as follows:

On or prior to July 31, 2015, the Company shall reduce the aggregate principal amount of the outstanding Debentures by at least $20,000,000 by redeeming outstanding Debentures and, at the Company’s discretion, repurchasing outstanding Debentures up to a maximum principal amount of $5,000,000 pursuant to a normal course issuer bid.

There will likely be some market action in the upcoming months as the company attempts to repurchase its debt. Of course by doing so the price will get closer to par value. There is also a redemption to equity feature which has been opened by the debtholders, as the following language was inserted into the indenture agreement:

The Initial Debentures will be redeemable prior to the Maturity Date in accordance with the terms of Article 4, at the option of the Company, in whole or in part from time to time, on notice as provided for in Section 4.3 for the Redemption Price. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule B. In connection with the redemption of the Initial Debentures, the Company may, at its option, and subject to the provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay up to one-third of the aggregate principal amount of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing such amount by 95% of the Current Market Price in effect on the Redemption Date. If the Company

The company will have the choice of either paying out the debtholders in cash, or by issuing equity, or a combination of both up to a one-third allocation of equity, depending on what the market price is.

Management will be compelled to dispose of securities from the newly constructed investment committee, which consists of two directors that were nominated by the debenture consortium:

The Company shall adhere to the decisions of the Investment Oversight Committee, except in cases where the Company’s board of directors has overruled a decision of the Investment Oversight Committee. For greater certainty, the Investment Oversight Committee has the power to override a decision of the Company’s management to purchase or dispose of any securities and to make a binding decision to dispose of any security now held or that may be held by the Company in the future, provided that such decisions are subject to the approval of the board of directors of the Company.

In addition to having a net asset value above the market value, in addition to an anticipation of an equity conversion, the equity of Pinetree has risen. It will likely rise to a point that reflects a modest discount to NAV, and the company is required to disclose its audited financial statements by the end of March.

Pinetree’s two largest holdings, Sphere3D (Nasdaq: ANY), and POET Technologies (TSXV: PTK), have done quite well and will likely provide cash for paying off debtholders.

Finally, lest the company gets its balance sheet out of position, it is required to have a debt-to-assets ratio of 50% up until October 31, 2015 and then afterwards it will go down to 33% as per the original covenant. This will assure the debtholders will be in the driving seat until they are paid off in full. If the company defaults on these provisions, the debtholders will set terms of forbearance and will likely be in a position to be paid off no matter what, as at this point there will only be $35 million outstanding and being first in line to collect.

The conclusion is obvious: barring a collapse in Pinetree’s (admitting they are less than AAA quality) holdings, the original thesis as presented holds true. Debtholders will very likely get the chance to get out at par and collect a very happy 10% coupon in the meantime. The fact that debtholders now have a general pledge of asset security over the entire company is icing on the cake – it does not give Pinetree any maneuvering room until they are paid off first (i.e. by pillaging debtholders by putting somebody ahead of line with them – see Armtech Infrastructure for the end of that sad saga).

I will discount the fraud scenario as it is perfectly obvious by the February 19, 2015 SEDAR disclosures that debentureholders got a very good look at the corporation as they made their negotiations. I would expect the audited financial statements to be published in mid-month. The only accounting decision of any substance would likely involve a valuation allowance offsetting their currently existing tax asset of $13 million (this would have an impact on their NAV, but this can get unlocked in some other transaction of substance).

The maturity date for the debentures are May 31, 2016, but effectively debtholders will know the game is over by October 31, 2015 and the market will treat the debt at that time as more or less being a done deal (i.e. at least 95 cents on the dollar, if not more for the 10% interest accrual).

With the conservative assumption that debtholders will get 95 cents on the dollar, it looks like from existing market prices (roughly 80 cents), an investor will achieve a 20% capital gain and another 10% interest coupon between now and whenever they get cashed out. I’ll call that a 30% reward for little risk at this stage of the game.

It is really a sad story for me as I cannot think of any other place where capital could be allocated for such a good risk/reward situation. I am riding the coattails of some financial institutions that have their vested interests in total alignment with mine – i.e. taking the reins of the underlying company to ensure we are paid back. Backing up this claim is the following clause inserted into the indenture:

The Initial Debentures are direct secured obligations of the Company, and rank senior to all other indebtedness for borrowed money of the Company. In accordance with Section 2.12, the Initial Debentures rank pari passu with each other. Notwithstanding anything else to the contrary in this Indenture, no additional Initial Debentures and no additional series of Debentures shall be issued under this Indenture or under indentures supplemental to this Indenture.

I have little opinion on the equity other than that it should trade a shade below net asset value, plus some amount for the implied value of the future capital loss carryforwards for an inspiring acquirer of Pinetree. Unlike Aberdeen International (TSX: AAB), new management at least has the ability to show they pretend to care about shareholders instead of using the publicly traded vehicle as a personal enrichment device.

This might be my last post on Pinetree Capital as the story appears to have come to a close, but “never say never” in these very strange and weird capital markets we live with.

Disclosure – Long on a non-trivial position of Pinetree Capital debentures.

Genworth MI Q4-2014, Canadian housing market

Genworth MI (TSX: MIC) reported their Q4 results a couple days ago. This report was a little more interesting than previous ones simply because there has been a relatively large shift in sentiment concerning the Canadian housing market due to the collapse in crude oil pricing (and its impact on Alberta and Saskatchewan).

The actual result was less relevant than the future guidance of the company.

Specifically, the guidance was that the loss ratio anticipated in 2015 would be between the 20-30% range, while the long-range guidance was for a loss ratio of 30-35%.

As I have pointed out on multiple occasions, the loss metrics for Genworth MI over the past couple years has been extraordinarily favourable, with the pinnacle of loss ratios in Q2-2014 of 12%. Q4-2014 was moderate, with 26%.

Cited was the economic slowdown in Alberta, but they appear to have a fairly solid grip on the upcoming cataclysm that will be occurring to employment in Alberta and Sasketchewan. Approximately 27% of the insurance written in 2014 was in Alberta, although 17% of the insurance in force is from the province.

By virtue of the fact that zero-down loans are no longer done, direct comparisons to 2008 would appear to be less muted, although there will obviously be an increase in losses coming in 2015 from Alberta and Saskatchewan for the company. The question is how bad they will be.

That said, the company still has an incredible amount of room to maneuver with. Their loss ratio for fiscal 2014 was 20% and expense ratio of 19%.

Realize accounting-wise that all of their cash is collected up-front and then revenues are recognized according to a financial model that allocates premiums written (deferred revenues on cash received) to actual revenues (removal of deferred revenues). The revenue recognized is not cash. Instead, the company must earn cash on future premiums collected (somewhat pyramid-schemish!) but also the receipt of investment income.

Investment income is obtained through a portfolio that is 41% corporate debt, 49% government debt, 3% equity and 2% asset-backed bonds, and the remainder 5% is cash and short-term cash equivalents. The total value of this portfolio is $5.4 billion earning an investment yield of approximately 3.5% and a duration of 3.7 years. As interest rates continue to plummet, this investment yield will likely decrease (although they do have a good chunk of unrealized gains due to the rate drop). Reinvestment will become continually a higher challenge for this insurer and many others.

Investment income for the year was $195 million.

In terms of book value, they ended the year approximately at $35.12/share according to my calculations.

Valuation-wise, they are somewhat below my fair value estimate, but not at the point where I would buy more shares. Market sentiment may take them further down and if it does so, I may consider adding to my position. The company itself may decide to repurchase shares (at a much better price than its previously botched buyback of 1.87 million shares at CAD$40/share) which I would approve of simply because repurchases would cause book value to increase. The company holds a minimum capital buffer of 220% over the regulatory requirements (currently at 225%) and they have indicated that they will hold a modest amount of capital above this percentage. I suspect the majority of excess will go towards a share buyback later in the year.

If the company streamed off its entire net income to dividends, they would be giving a 12% yield at present.

I generally do not believe that there will be a precipitous collapse in the Canadian housing market unless if there is an overall recession that affects more than a single commodity industry. In addition, most equities that I see that have significant exposure to Alberta’s economy are trading significantly lower than they were half a year ago. I do have a name in mind (below book value as well) when I write this, but my inability to predict when Alberta will get “hot” again is not assisting with an investment decision.

Connacher recapitalization

Connacher Oil and Gas (TSX: CLL) announced late last week a recapitalization plan. In exchange for CAD$350 and USD$550 million of second-lien notes (behind $144 million in first-lien notes and an operating facility), Connacher will give 98% of the equity to the second-lien noteholders. 70% of the noteholders are apparently on board with the proposal.

The noteholders will also have the right to subscribe to another $35 million of second-lien notes.

The company also announced its 2015 projections at WTIC US$49.75/barrel, and it is not pretty: $76 million in losses projected.

Assuming the recapitalization succeeds, shareholders are looking at a 50x dilution of their holdings. The alternative would simply be a zero so there is some value left in the equity.

Clearly the company is uneconomical with existing oil prices and if existing prices continue for the next few years, the company will likely get into financial trouble once again. Not for the faint of heart.

Connacher has a soft spot in my financial heart as their convertible debentures were something I invested in the middle of the financial crisis. They were at around 30 cents on the dollar and I got out in the 90’s a year or two later. They eventually did get redeemed at par on maturity. I have no positions presently.

Fast Food – Signs that a corporation is in trouble

Whether it’s Tim Hortons (TSX: THI), Wendy’s (NYSE: WEN), Starbucks (Nasdaq: SBUX), etc., fast food is a big business. There are winners and losers and the game is mostly zero-sum. Finding the losers at any point in time is much better than finding the winners – at least you’ll know who to avoid.

The most recent trend that I can discern in the industry is the trend toward customization and “quality” fast food. Specifically the winners of the new tastes in customer trends appear to be corporations like Chipotle Mexican Grill (Nasdaq: CMG) that, judging by their $700/share price and $22 billion market valuation, have valuations that are trading in the stratosphere. It hit the magic formula by going for a territory that was previously covered by independents (mainly the truck-side stands in the USA where you can get a good burrito for a few bucks made by actual Mexicans of unknown immigration status), “quality” (just observer all the health propaganda about organic this-and-that), and customization (e.g. this Youtube video of some guy visiting an international franchise in London, England is a fairly good example). Results: the hopes and dreams of short-sellers crushed into oblivion. (Just pull up the rocket ship known as a 5-year chart of CMG and you will see what I mean – they’ve done twice as well as Amazon!).

Franchises like Five Guys and Fatburger are all in the same zero-sum space for burgers, which is a much more competitive environment. You also have Burger King (going through the pains of integration with its Tim Hortons merger), and you have McDonalds.

However, this post was not about the winners, it is about the losers.

And that, for today (and definitely not for tomorrow), is McDonalds.

My attention was swayed by a very brief Marketwatch article about their new marketing campaign, and specifically the following:

McDonald’s released its 2015 Super Bowl ad which spins off the long-running “I’m lovin’ it” campaign. The ad shows customers ordering food. When the cashier rings them up, the cashier ask customers to pay by an act of love rather than cash.

The “Lovin’ Act” extends beyond your TV screen and to actual restaurants. Between Feb. 2 and 14, randomly selected customers will be asked by each store’s “Lovin’ Lead” to execute an act subject to the lead’s discretion. 100 customers per store will be chosen to win throughout the duration of the promotion.

The amount of cultural damage that must be going on in McDonald’s at the moment to allow such a marketing campaign to hit the public must be immense. They already recently fired their CEO (a positive step) and hopefully once the marketing people have had a chance to analyze what a disaster this campaign is going to be, they will actually settle down and concentrate on what they were always supposed to be good for: reliably inexpensive fast food. Maybe by firing their marketing team that conceived of their last campaign, they can save on future costs.

Those familiar with the history of fast food companies will remember the similar slump McDonalds went into 2001-2003 where they finally snapped out of their dementia. Other fast food chains have gone into similar states over the past decade, notably Domino’s Pizza’s (NYSE: DPZ) mea culpa confession that its product tasted like cardboard, and Howard Schultz coming back to Starbucks to get the corporation to realize that people came to Starbucks for coffee and not breakfast or lunch sandwiches.

Interestingly enough, I think Wendy’s is also executing correctly on a turnaround and is eating McDonalds’ lunch. I’ve been eyeing them back since early 2014 and while I am very unlikely to purchase any common shares at current values, I do find this space to be fascinating from a business and marketing perspective.

The easy trade is rarely the best one

Canadian Oil Sands (TSX: COS) had a wild day after their year-end report and upcoming projections for 2015.

Traders clearly were panicked at the beginning of the day and when they all cleared the exits, the stock rocketed upwards.

The amount of volatility we are seeing in the Canadian oil and gas sector is indicative of the volatility typically seen in down points in the market (see 2008-2009 for a good example of this), but these scenarios typically take months to finish and not days. Of course you have to be there exactly at the day the S&P 500 hits 666 in order to catch the absolute bottom, but the right trade at the time should feel painful.

Right now buying into oil seems like the right thing to do, but the trade doesn’t feel painful to make. This makes me very cautious and I will continue to wait.

The other item I am looking for is that audited financial statements are due on March 31st, although companies typically report them earlier. Loan covenants are going to be tested against these numbers and it will be obvious which players out there will be over-leveraged.

The other comment I will make is that most producers seem to be in a waiting game – even Canadian Oil Sands projects a WTIC price of US$55/barrel in their 2015 overall projection. Right now WTIC is at US$47 (the December 2015 crude future is at US$56) so we are not too far off that projection, but the financial modelling of all of these companies (and even the Government of Canada) has an upward bias to commodity pricing. What if this doesn’t materialize? As company hedges (note that COS does not engage in hedging) start to expire and companies have to really start digging into their balance sheets to remain operating at existing production levels, eventually you’re going to see production decreases. Only until then it seems the fundamentals will sufficiently shift toward higher oil prices.

The trade at that time, however, will be painful. Only then will investors see a superior reward on their investment.

The same applies to currency markets. Right now going against the US dollar seems like stepping in front of a freight train at full speed. I’ll be unwinding some US currency exposure if the Canadian dollar depreciates a little more.